[BN] the know

Mod-Pac execs offer to buy the company

President and chairman submit offer of over $23 million

Daniel G. Keane, president and chief executive of Mod-Pac Corp., along with his father, Mod-Pac Chairman Kevin Keane, has offered to buy the company that the son currently manages. The bid was disclosed in a Securities and Exchange Commission filing Monday. (Buffalo News file photo)

The two top executives at Mod-Pac Corp. are offering to take the Buffalo specialty printing company private in a deal that values the company at slightly more than $23 million.

Daniel G. Keane, Mod-Pac’s president and chief executive officer, and his father, Kevin, the company’s chairman, disclosed their bid to buy the company Monday, offering a price that would be a 31 percent premium over Friday’s closing price of Mod-Pac’s stock.

Mod-Pac said its board of directors plans to form a special committee to review the acquisition offer and will hire legal and financial advisers to evaluate it.

The Keanes, who currently control 43 percent of the voting rights in Mod-Pac’s stock, are offering to buy all of the remaining stock in the company for $7.20 per share – a price that the shares have not closed at since January 2008.

If their bid is successful, the Keanes said in a letter to the Mod-Pac board of directors that they plan to continue running Mod-Pac as they now do, retaining the current management team and the company’s workforce of roughly 375 employees.

“We believe that our proposal of $7.20 in cash per share of the company’s common stock provides a very attractive value to the company’s shareholders,” the Keanes said in their letter to the board, which was dated Friday and was disclosed Monday in a filing with the Securities and Exchange Commission.

“Our proposal also provides the shareholders with liquidity in a common stock that trades on average less than 5,000 shares per day and [with] certain value in cash during a highly volatile period in the equity markets,” the Keanes said.

Mod-Pac, which has about $56 million in annual sales, has been marginally profitable for the last three years after a long struggle to rebuild its business following the loss of its biggest customer in the mid-2000s. But the company has lost money during each of the first two quarters of this year as its sales have turned flat and the profitability of those sales has weakened because of the makeup of those sales and higher paperboard costs.

Several Mod-Pac shareholders have suggested that the Keanes considered taking the company private because of its relative small size and their large holdings in the business, although they had not acted on that suggestion until now.

“It’s a small, family-run business,” said Edward K. Duch, a Mod-Pac investor and former Western New York banking executive who has been critical of the company’s management in the past. “It’s obviously the right move for the company.”

“It doesn’t surprise me,” said Christopher Carosa, who runs the Bullfinch family of mutual funds, which owns a small stake in Mod-Pac.

Mod-Pac originally was part of Astronics, an East Aurora aircraft lighting and electronics manufacturer, but was spun off in 2002 to create two separate businesses.

The Keanes, who declined an interview request, said they plan to finance their purchase through a combination of debt and equity. They said they have held talks with a variety of banks about providing the loans they would need to complete the acquisition and are confident that they can obtain the necessary financing.

While Duch, who now lives in Florida, said he hopes a competing bid emerges, the Keanes, in their letter, warned the board that they likely would oppose any attempt to sell the company to a competing bidder – a move that would be difficult to accomplish without the support of the Keanes’ 43 percent voting block. The Keanes would need to gain the support of only 7 percent of the company’s other shareholders to block any competing bid that they opposed.

Because Mod-Pac has two classes of stock – its Class B shares have 10 times the voting power of its Class A shares – the value of the Keanes’ stake in the company is lower than the voting power that those shares carry. So while the Keanes control 43 percent of the voting rights in the company, their holdings account for slightly less than 32 percent of the overall value of all Mod-Pac shares. That means the Keanes would have to pay about $15.7 million to acquire all of the Mod-Pac shares that they don’t currently own at the offer price.